Attached files
Exhibit 5.3
[AMERICAN AIRLINES, INC. LETTERHEAD]
January 25, 2011
American Airlines, Inc.
4333 Amon Carter Boulevard
Fort Worth, Texas 76155
4333 Amon Carter Boulevard
Fort Worth, Texas 76155
Re:
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American Airlines, Inc. 2011-1 Pass Through Trust | |
Pass Through Certificates, Series 2011-1 |
Ladies and Gentlemen:
I am Senior Vice President, General Counsel and Chief Compliance Officer of AMR Corporation, a
Delaware corporation (the Guarantor), and American Airlines, Inc., a Delaware corporation
and wholly-owned subsidiary of the Guarantor (the Company), and have acted as such in
connection with the Registration Statement on Form S-3 (Registration Nos. 333-160646-01 and
333-160646) (the Registration Statement) and in connection with the issuance and sale by
the Company today of $503,206,000 face amount of Pass Through Certificates, Series 2011-1A (the
Class A Certificates) and $153,826,000 face amount of Pass Through Certificates, Series
2011-1B (the Class B Certificates and together with the Class A Certificates, the
Certificates) to Goldman, Sachs & Co., Deutsche Bank Securities Inc. and Morgan Stanley &
Co. Incorporated, as representatives of the several underwriters (the Underwriters) named
in Schedule I to the Underwriting Agreement, dated as of January 20, 2011 (the Underwriting
Agreement), among the Company, the Guarantor and the
Underwriters, and the issuance by the
Guarantor of the related guarantee of the payment obligations under the equipment notes issued by
the Company underlying the Certificates (the Guarantee) pursuant to the Guarantee dated
as of January 25, 2011. The Certificates will be issued under the Pass Through Trust Agreement,
dated as of March 21, 2002 (the Basic Agreement), between the Company and U.S. Bank Trust
National Association (as successor to State Street Bank and Trust Company of Connecticut, National
Association), as pass through trustee for the trust relating to each class of Certificates (with
respect to the Class A Certificates, the Class A Trustee and with respect to the Class B
Certificates, the Class B Trustee and, together, the Trustee), as supplemented
for the Class A Certificates by the Trust Supplement 2011-1A, dated as of January 25, 2011 (the
Class A Trust Supplement), among the Company, the Guarantor and the Class A Trustee (the
Basic Agreement, together with the Class A Trust Supplement, the Class A Trust
Agreement), and as supplemented for the Class B Certificates by the Trust Supplement 2011-1B, dated as of January 25, 2011 (the Class B
Trust Supplement), among the Company, the Guarantor and the Class B Trustee (the Basic
Agreement, together with the Class B Trust Supplement, the Class B Trust Agreement and
together with the Class A Trust Agreement, the Trust Agreements).
As used herein, the following terms have the following meanings: the term Prospectus
Supplement means the prospectus supplement, dated January 20, 2011, relating to the
Certificates, in the form filed with the Securities and Exchange Commission (the
Commission) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the
1933 Act), including the documents incorporated by reference therein, and the term
Prospectus means the base prospectus included in the Registration Statement, as
supplemented by, and together with, the Prospectus Supplement, in the forms filed with the
Commission pursuant to Rule 424(b) under the 1933 Act, including the documents incorporated by
reference therein.
In so acting, I or attorneys under my supervision have examined the Registration Statement,
the Trust Agreements, the Guarantee, the Underwriting Agreement and the Prospectus, and have also
examined and relied upon the representations and warranties as to factual matters contained therein
or made pursuant thereto and upon the originals, or copies certified or otherwise identified to our
satisfaction, of such records, documents and other instruments as in our judgment are necessary or
appropriate to enable me to render the opinion expressed below. In such examination, I or such
attorneys have assumed the genuineness of all signatures (other than those on behalf of the Company
or the Guarantor), the authenticity of all documents submitted as originals, and the conformity to
authentic original documents of all documents submitted as copies.
Based on the foregoing and subject to the assumptions and qualifications set forth below, I am
of the following opinion:
1. Each of the Company and the Guarantor has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of Delaware.
2. Each of the Company and the Guarantor has the corporate power and authority under
Delaware law to execute, deliver and perform its obligations under the Trust Agreements.
3. The Guarantor has the corporate power and authority under Delaware law to execute,
deliver and perform its obligations under the Guarantee.
4. Each of the Trust Agreements has been duly authorized, executed and delivered by
the Company and the Guarantor, and is a valid and binding
obligation of the Company and the Guarantor, enforceable against the Company and the
Guarantor in accordance with its terms.
5. The Guarantee has been duly authorized, executed and delivered by the Guarantor,
and is a valid and binding obligation of the Guarantor, enforceable against the Guarantor
in accordance with its terms.
My opinions set forth in paragraphs 4 and 5 above are subject to: (i) applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting
the rights of creditors generally; (ii) general principles of equity (whether considered in
a proceeding at law or in equity); (iii) an implied covenant of good faith, reasonableness
and fair dealing, and standards of materiality; (iv) in the case of indemnity, contribution
and exculpatory provisions, public policy considerations; and (v) applicable laws that may
affect the remedies provided in the Trust Agreements or the Guarantee, which laws, however, do not
in my opinion make the remedies provided in the Trust Agreements or the Guarantee inadequate for
the practical realization of the rights and benefits provided thereby. Without limiting the
foregoing, I express no opinion as to the validity, binding effect or enforceability of (x)
any provision of the Trust Agreements or the Guarantee that purports to waive, release or vary any
statutory right of any party or any duties owing to any party to the extent that such waiver,
release or variation may be limited by Section 1-102(3) of the Uniform Commercial Code (as in
effect in any applicable jurisdiction), or (y) any provision of the Trust Agreements or the
Guarantee that purports to provide that the terms thereof may not be waived or modified except in
writing, or that any prohibited or unenforceable provision thereof may be severed without
invalidating the remaining provisions thereof. In addition, the enforceability of the provisions
in the Trust Agreements, to the effect that certain determinations made by one party shall have
conclusive effect may be limited under certain circumstances.
In rendering the opinions above, I have assumed that each party to the Trust Agreements or the
Guarantee (other than the Company and the Guarantor), (i) is duly formed, validly existing
and in good standing under the laws of the state of its incorporation or formation; (ii)
has the power and authority to carry on its business and to enter into the Trust Agreements or the
Guarantee and to perform its obligations thereunder, (iii) has duly and validly authorized
the execution and delivery of the Trust Agreements or the Guarantee by all necessary action, and
(iv) has duly and validly executed and delivered the Trust Agreements or the Guarantee. I
have assumed that each Trust Agreement and the Guarantee constitutes the legal, valid and binding
obligation of each party thereto (other than the Company and the Guarantor), enforceable against
such party in accordance with its terms. In rendering the opinion set forth in paragraph 4 above,
I have relied on the opinion of Shipman & Goodwin LLP, special counsel to the Trustee. In so
relying on such opinion, I have made no investigation of law or fact as to
the matters stated in such opinion, and I have made the same assumptions, and my opinion is
subject to the same qualifications and limitations, as are therein set forth.
I express no opinion as to the laws of any jurisdiction other than the laws of the States of
Texas and New York, the General Corporation Law of the State of Delaware and the federal laws of
the United States of America, except that I express no opinion with respect to the antitrust,
bankruptcy, environmental, securities or tax laws of any jurisdiction.
This opinion letter is limited to the matters stated, and no opinion is implied or may be
inferred beyond those opinions expressly stated herein. The opinions expressed herein are rendered
only as of the date hereof, and I assume no responsibility to advise you of changes in law, facts,
circumstances, events or developments which hereafter may be brought to my attention and which may
alter, affect or modify such opinions. In connection with the issuance of the Certificates and the
Guarantee, Debevoise & Plimpton LLP may receive a copy of this letter and rely on the opinions set
forth herein.
I hereby consent to the filing of this opinion as an exhibit to each of the Companys and the
Guarantors Current Reports on Form 8-K filed with the Commission on the date hereof and
incorporated by reference in the Registration Statement, and the reference to my name under the
caption Validity of the Certificates in the Prospectus. In giving such consent, I do not thereby
concede that I am within the category of persons whose consent is required under Section 7 of the
1933 Act or the rules and regulations of the Commission thereunder.
Very truly yours, |
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/s/ Gary F. Kennedy | ||||
Senior Vice President, General Counsel and | ||||
Chief Compliance Officer | ||||